SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
July 25, 2001
SURGE COMPONENTS, INC.
(Exact name of registrant as specified in its charter)
New York 0-14188 11-2602030
(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
95 E. Jefryn Blvd.
Deer Park, New York 11729
(Address of principal executive
offices including zip code)
(631) 595-1818
(Registrant's telephone number,
including area code)
(Former name or former address, if changed since last report)
Item 5. Other Events.
We have received notification from the staff of The Nasdaq Stock Market
that we are not in compliance with the maintenance requirements of the Nasdaq
SmallCap Market. There can be no assurance that we will be able to achieve
compliance with Nasdaq's requirements and that our common stock will remain
listed on the Nasdaq SmallCap Market. The effects of delisting would include
more limited information as to the market prices of our common stock, less
liquidity for our common stock and less news coverage of us. Delisting may
adversely affect investors' interest in our securities and materially adversely
affect the trading market and prices for such securities and our ability to
issue additional securities or to secure additional financing. The maintenance
requirement issue is in addition to the previously disclosed Nasdaq inquiry as
to the "questionable" payments.
On August 1, 2001, Lawrence Chariton was elected to Surge's Board of
Directors to fill the vacancy left by Mr. Miller's resignation. Mr. Chariton
graduated Hofstra University in 1979 with a Bachelor's Degree in accounting. For
the last 25 years, Mr. Chariton has worked as a sales manager for Linda Shop, a
retail jewelry business, and is involved in charitable organizations benefitting
the State of Israel.
Item 6. Resignation of Registrant's Director.
(a) On July 25, 2001, James A. Miller informed us of his resignation from
our Board of Directors effective as of July 25, 2001. Mr. Miller stated that he
had not been given appropriate or relevant information necessary to perform his
duties. Specifically, Mr. Miller stated that we had filed our previous two
quarterly reports on Form 10-QSB without his advice, review or approval.
(b) We believe that Mr. Miller's contentions are incorrect. Specifically,
with respect to the filing of our last quarterly report on Form 10-QSB filed on
July 23, 2001, we have correspondence between our President and Mr. Miller which
evidences Mr. Miller's receipt and opportunity to comment on such 10-QSB prior
to the filing thereof.
(c) A copy of Mr. Miller's resignation letter is filed as Exhibit 17 to
this Current Report on Form 8-K.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit No. Description
17 Resignation Letter, dated July 25, 2001 from James A. Miller to
Ira Levy, President of Surge Components, Inc.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
SURGE COMPONENTS, INC
(Registrant)
Dated: August 1, 2001 By: /s/ Ira Levy
-------------------------------
Ira Levy, President
EXHIBIT INDEX
Exhibit No. Description
17 Resignation Letter, dated July 25, 2001 from James A. Miller to
Ira Levy, President of Surge Components, Inc.